SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NORDIC AMERICAN TANKER SHIPPING LIMITED
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(Exact name of Issuer as specified in its chapter)
Bermuda n/a
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(State of incorporation (IRS Employer
or organization) Identification No.)
Nordic American Tanker Shipping Limited
LOM Building
27 Reid Street
Hamilton, HM 11
Bermuda
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(Address of principal (Zip Code)
executive offices)
Title of each class to Name of Exchange on which
Be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c) please check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
Securities Act registration file number to which this form relates: ___________
Securities to be registered pursuant to Section 12(g) of the Act:
None
Exhibit 4.1 attached hereto is hereby incorporated by reference into the
Company's Form F-3ASR filed on September 26, 2006 (file No. 333-137598) as
Exhibit 4.5 thereunder.
Item 1. Description of Registrants Securities to be Registered
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1. Nordic American Tanker Shipping Limited (the "Company") has
entered into a shareholders' rights agreement (the "Shareholders'
Rights Agreement") and declared a dividend of one preferred share
purchase right, or a Right, to purchase one one-thousandth of a
share of the Company's Series A Participating Preferred Stock for
each outstanding share of the Company's common stock, par value
$0.01 per share. The dividend is payable on February 27, 2007 to
our stockholders of record on that date. Each Right entitles the
registered holder, upon the occurrence of certain events, to
purchase from the Company one one-thousandth of a share of Series
A Participating Preferred Stock at an exercise price of $115,
subject to adjustment.
The following summary of the principal terms of the Shareholders'
Rights Agreement is a general description only, and is subject to
the specific terms and conditions set forth in the Shareholders'
Rights Agreement between the Company and Mellon Investor Services
LLC, as Rights Agent, attached as Exhibit 4.1 to this
Registration Statement and incorporated herein by reference.
Distribution Date
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The rights will separate from the common stock and become
exercisable upon the earlier of (1) the Close of Business on the
tenth day after a public announcement by the Company or an
acquiring person that an acquiring person has acquired ownership
of 15% or more of the Company's common stock or (2) the 10th
business day (or such later date as determined by the company's
board of directors) after a person or group announces a tender or
exchange offer which would result in that person or group holding
15% or more of the company's common stock.
Preferred Stock Purchaseable Upon Exercise of Rights
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On the Distribution Date, each holder of a right will be entitled
to purchase for $115 (the "Exercise Price") a fraction (1/1000th)
of one share of the company's preferred stock which has similar
economic terms as one share of common stock.
Flip-in:
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If an acquiring person (an "Acquiring Person") acquires more than
15% of the company's common stock then each holder of a right
(except that acquiring person) will be entitled to buy at the
Exercise Price, a number of shares of the company's common stock
which has a market value of twice the Exercise Price.
Flip-over:
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If after an Acquiring Person acquires more than 15% of the
company's common stock, the company merges into another company
(either as the surviving corporation or as the disappearing
entity) or the company sells more than 50% of its assets or
earning power, then each holder of a right (except for those
owned by the acquirer) will be entitled to purchase at the
Exercise Price, a number of shares of common stock of the
surviving entity which has a then current market value of twice
the Exercise Price.
Exchange Provision:
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Any time after the date an Acquiring Person obtains more than 15%
of the company's common stock and before that Acquiring Person
acquires more than 50% of the company's outstanding common stock,
the company may exchange each right owned by all other rights
holders, in whole or in part, for one share of the company's
common stock.
Redemption of Rights:
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The company can redeem the rights at any time prior to a public
announcement that a person has acquired ownership of 15% or more
of the company's common stock.
Expiration of Rights:
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The rights expire on the earliest of (1) February 28, 2017 or (2)
the exchange or redemption of the rights as described above.
Amendment of Terms of Rights:
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The terms of the rights and the Stockholder' Rights Agreement may
be amended without the consent of the rights holders at any time
on or prior to the Distribution Date. After the Distribution
Date, the terms of the rights and the Stockholder Rights
Agreement may be amended to make changes, which do not adversely
affect the rights of the rights holders (other than the Acquiring
Person).
Voting Rights:
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The rights will not have any voting rights.
Anti-dilution Provisions:
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The rights will have the benefit of certain customary
anti-dilution protections
Item 2. Exhibits Description
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4.1 Shareholders' Rights Agreement dated as of February 13,
2007, between Nordic American Tanker Shipping Limited and
Mellon Investor Services LLC, as Rights Agent, which
includes as Exhibit A the Certificate of Designations of
Series A Participating Preferred Stock, as Exhibit B the
Form of Rights Certificate and as Exhibit C the Summary of
Rights
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dated: February 13, 2007 NORDIC AMERICAN TANKER SHIPPING LIMITED
By: /s/ Herbjorn Hansson
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Name: Herbjorn Hansson
Title: Chairman of the Board of
Directors, Chief Executive
Officer, President and Director
SK 01318 0002 747556